Terms of Use

Welcome to Morphic! These terms of service (“terms”) govern your use of Morphic, Inc.’s website, platform, applications, tools, and related services (together, the “service”). By using Morphic, you agree to these terms and our privacy policy. If you don’t agree, please don’t use the service.

Acceptance of Terms

These Terms of Use (the "Terms") constitute a legally binding agreement between Morphic, Inc. ("Morphic," "we," "us," or "our") and you, an individual or entity ("you" or "your"), governing your access to and use of Morphic's proprietary products, software, websites, mobile applications, content generation technologies, and any related tools or services (collectively, the "Service"). By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any portion of the Terms, you are prohibited from accessing or using the Service.

Service Description

The Service provides functionality for the creation, manipulation, and deployment of digital and Ai‑generated content. Certain features of the Service may interact with or rely upon third‑party software, models, or application programming interfaces ("Third‑Party Services"). Morphic retains the sole right to modify, suspend, or discontinue the Service or any component thereof at any time without liability.

Eligibility; Account Registration

The Service is not intended for individuals under the age of thirteen (13). If you are under the age of majority in your jurisdiction, your access is permitted only under the supervision and consent of a parent or legal guardian who agrees to be bound by these Terms.

You are solely responsible for maintaining the confidentiality of your login credentials and for all activities occurring under your account, whether authorized by you or not.

Ownership of Content; License to Morphic

You retain all rights, title, and interest in and to all digital materials, assets, data, uploads, and other content you provide ("Inputs"), as well as any content generated for you through the Service ("Outputs"), to the fullest extent permitted under applicable law, subject to the licensing terms below.

Non-Commercial Use for Free Plans

If you access the Service on a free, trial, promotional, or no-charge plan, you receive a limited license to use Outputs solely for personal, non-commercial purposes, unless expressly permitted in writing by Morphic.

Commercial Use Requires a Paid Plan

Only users on paid subscription or enterprise plans are granted a license to use Outputs for commercial purposes, subject to these Terms.

Effect of Cancellation on Commercial Use

The commercial-use license attaches to the specific Outputs generated through your account while your paid subscription or enterprise plan was active and paid for. That license is perpetual as to those Outputs and continues after your plan is cancelled, expires, or is downgraded, subject to the conditions and limits below. Whether a given Output was generated during a paid period is determined by Morphic's records of your account.

Conditions. This license is conditional, not absolute. It applies only for so long as you remain in compliance with these Terms, and only to Outputs for which the associated subscription fees or credits were actually paid and retained by Morphic. If a payment is refunded, reversed, or charged back, or if the plan was obtained through fraud, misuse of a trial or promotional offer, unauthorized resale, or circumvention of usage controls, no commercial-use license arises in the affected Outputs, and any license purportedly granted in them is void from the outset.

Scope. The license runs to the account holder, or for enterprise or team plans, to the contracting organization rather than to individual users. It is personal to you and non-transferable and non-sublicensable, except that you may pass through the rights you need to your employer, client, or customer as part of work you actually deliver to them. It does not permit you to license, resell, syndicate, or distribute Outputs on a standalone basis, including through stock, template, dataset, or asset libraries, and it does not permit use of Outputs to train, fine-tune, or evaluate any generative model. The license is non-exclusive: Morphic grants no exclusivity in any Output, and identical or similar Outputs may be generated for and licensed to other users. Your use of Outputs remains subject to any applicable terms of the Third-Party Services used to generate them.

Limits. This license does not extend to Outputs generated on a free, trial, promotional, or no-charge plan, whether before or after any paid period. It does not entitle you to continued access to the Service or to your account, and it creates no obligation for Morphic to store, retain, restore, or make available any Output after your plan ends. You are responsible for downloading and retaining your own copies of any Outputs you wish to keep.

Revocation. Morphic may revoke this license, as to some or all Outputs, if the Outputs were generated in breach of these Terms, if your account is terminated for such a breach, or if any condition above is not met. Revocation does not entitle you to a refund. Sections of these Terms governing your representations and warranties, your diligence obligations, indemnification, disclaimers, and limitations of liability continue to apply to your use of any Output after your plan ends.

License to Morphic

To operate and support the Service, you grant Morphic a limited, non-exclusive, worldwide, royalty-free, sublicensable license to store, process, reproduce, modify, transmit, display, and otherwise use Inputs and Outputs solely for the following purposes:

• providing and operating the Service;
• maintaining and improving functionality, security, and performance;
• preventing or responding to fraudulent, malicious, or unlawful activity;
• enabling collaboration, sharing, or publishing features you choose to use;
• providing contextual enhancements, personalization, workflow assistance, and related experience improvements for your account or organization;
• improving the quality and relevance of content generated for you or your organization, including through context inference and agent-driven automation;
• training or fine-tuning private or organization-specific models and systems solely for your benefit and under your control.

Morphic shall not train its proprietary foundation models on your Inputs without your explicit consent. Morphic does not claim ownership of your Inputs or Outputs.

You represent and warrant that you have all necessary rights, permissions, and authority to submit Inputs and to grant the licenses described in this Section.

Your Diligence Before Using Outputs

A license to use Outputs commercially is a license from Morphic only. It is not a representation, warranty, or guarantee that any Output is free of third-party rights, is original, is protectable, or is cleared for any particular use. Generative systems may produce Outputs that resemble existing works, marks, personas, or other protected material, and identical or similar Outputs may be generated for other users.

Before using any Output commercially or publicly, you are solely responsible for conducting your own diligence and obtaining any releases, clearances, or permissions your intended use requires, including in relation to copyright, trademark and trade dress, rights of publicity, privacy, and any applicable disclosure rules for synthetic or AI-generated media. Where your Inputs include third-party or Morphic-provided material, that diligence extends to the resulting Outputs. You are responsible for the legality of your intended use in each jurisdiction where you use the Output.

Morphic does not provide legal advice, and nothing in these Terms is legal advice. If your intended use carries risk, seek advice from your own counsel before proceeding.

You assume all risk arising from your use of Outputs, and your obligations under this Section, including your indemnification obligations, survive any cancellation, expiration, downgrade, or termination of your plan for as long as you continue to use the Outputs.

Prohibited Conduct

You agree not to engage in conduct, or facilitate conduct, that:

• infringes, violates, or misappropriates the intellectual property, publicity, privacy, or proprietary rights of any third party, including by generating, uploading, or distributing content containing copyrighted works, trademarks, likenesses of individuals, or other protected materials without full authorization;
• violates any applicable law or regulation, including those relating to privacy, biometric data, consumer protection, and harmful content;
• generates materially deceptive or fraudulent content, including synthetic impersonation, non‑consensual deepfakes, or any content that falsely suggests endorsement or affiliation with a real person or entity;
• depicts or promotes exploitation, abuse, or sexualization of minors or other illegal or harmful activities;
• disrupts, interferes with, or attempts to gain unauthorized access to any portion of the Service, including circumventing usage controls or security systems;
• reverse engineers, decompiles, or otherwise attempts to derive source code or underlying components of the Service.

You agree not to generate, create, upload, or share explicit sexual content, pornography, or any sexually explicit depiction of nudity. Morphic reserves the right to review, restrict, remove, or report any content that violates these guidelines. Repeated or severe violations may result in immediate suspension or termination of your account.

You acknowledge and agree that you are solely responsible for all Inputs and Outputs, including any legal claims or disputes arising from your use of third‑party materials or the depiction of real individuals. Morphic does not review or monitor all content and shall not be liable for any misuse of the Service or generated content.

Morphic may suspend or terminate your access to the Service immediately for any violation of this Section.

Third‑Party Services

Your use of any Third‑Party Services integrated with or accessed through the Service may be subject to separate third‑party terms and policies, which may limit your rights. The use, processing, retention, and training practices of such Third‑Party Services are governed solely by their own terms and privacy policies. Your data may be transmitted to or processed by third parties when necessary to operate and provide the Service. Morphic does not control and expressly disclaims responsibility or liability for any Third‑Party Services, including their availability, performance, compliance, security, data use practices, or handling of Inputs or Outputs.

Disclaimers

Morphic may or may not monitor, screen, or moderate user activity or Outputs, and has no obligation to do so. Users remain solely responsible for compliance with all legal requirements relating to their Inputs and Outputs. The absence of monitoring, guardrails, or other safeguards shall not be construed as an assumption of responsibility by Morphic for any user behavior, Inputs, or Outputs.

Morphic may block, modify, or restrict certain generation requests or Outputs that violate these Terms or applicable law, and such actions do not constitute a failure of the Service.

The Service, including all content, functionality, and Outputs, is provided on an "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" basis. Morphic expressly disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non‑infringement, accuracy, or reliability. You acknowledge that Outputs may be incomplete, inaccurate, harmful, or otherwise unsuitable for reliance.

Limitation of Liability

To the fullest extent permitted by law, in no event shall Morphic be liable for any indirect, incidental, consequential, punitive, exemplary, or special damages, including loss of profits, revenue, business, goodwill, or data, arising out of or related to these Terms or your use of the Service.

Morphic's aggregate liability arising out of or relating to the Service or these Terms shall not exceed one hundred U.S. dollars (USD $100), regardless of the theory of liability or form of action.

Indemnification

You shall defend, indemnify, and hold harmless Morphic and its affiliates, officers, employees, contractors, and agents from any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your Inputs or Outputs; (ii) your breach of these Terms; or (iii) your violation of any applicable law or rights of a third party.

Intellectual Property Rights

All rights not expressly granted to you in these Terms are reserved by Morphic. The Service, including all software, user interfaces, system architecture, and proprietary technologies, is the sole property of Morphic and its licensors.

DMCA Compliance

Morphic complies with the U.S. Digital Millennium Copyright Act (DMCA). Notices alleging copyright infringement must be sent to legal@morphic.com or support@morphic.com with adequate information to identify the content at issue. Morphic reserves the right to remove content and terminate repeat infringers.

Export Controls

You represent and warrant that you are not located in, and will not use the Service for the benefit of, any individual or entity subject to U.S. embargo, sanctions, or trade restrictions. You shall comply with all applicable export control laws.

Payment; No Refunds

All fees paid for access to or use of the Service are non‑refundable, to the maximum extent permitted by applicable law. Morphic may change pricing or billing terms at any time, and such changes will apply prospectively. In the event of any termination or suspension of access to the Service by Morphic due to your breach of these Terms, you shall not be entitled to any refund or credit of fees paid.

Any free credits, promotional access, trial periods, beta features, or other no‑charge offerings provided by Morphic are offered solely at Morphic's discretion. Morphic may modify, revoke, restrict, or terminate any such free or promotional access at any time, with or without notice, and without liability to you.

No refunds or credits will be issued due to dissatisfaction with the Service, dissatisfaction with Outputs, failure to achieve expected results, changes to the Service, interruptions or errors, blocked or restricted generations resulting from safety, content, or use‑policy limitations (including but not limited to adult, explicit sexual, violent, or gory content), or any other subjective assessment of value. You acknowledge and agree that Ai‑generated content may be unpredictable or imperfect, and such characteristics do not constitute grounds for refunds or compensation.

Right of Withdrawal; Consent to Immediate Performance

This section applies to consumers resident in the European Union, the European Economic Area, and the United Kingdom who, under applicable consumer-protection law (including Directive 2011/83/EU and, in the UK, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013), may have a statutory right to withdraw from a distance contract within fourteen (14) days without giving any reason.

The Service supplies digital content in the form of credits, which are delivered to your account and made available to you immediately upon subscription or purchase. By subscribing to, purchasing, or otherwise acquiring credits, you expressly request and consent that Morphic begin supply before the end of the fourteen (14) day withdrawal period. You further acknowledge and agree that, by giving this consent, you lose your right of withdrawal once the credits have been delivered to your account, and no refund is due in respect of credits delivered, whether or not used.

Nothing in these Terms limits any mandatory consumer right that cannot be lawfully waived.

Termination

Morphic may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason, including violation of these Terms or legal compliance requirements. Upon termination, your license to use the Service immediately ceases, except that any commercial-use license in Outputs that has already accrued under "Effect of Cancellation on Commercial Use" survives on the terms stated in that Section.

Governing Law; Arbitration; Waivers

These Terms are governed by the laws of the State of Delaware without regard to conflict‑of‑law principles.

Any dispute arising from or relating to the Service or these Terms shall be resolved exclusively through binding individual arbitration administered in accordance with applicable arbitration rules. You irrevocably waive any right to a jury trial or to participate in any class, collective, or representative action.

Amendments

Morphic may update or modify these Terms at its sole discretion. We will provide reasonable notice of material changes. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

Contact Us

If you have any questions about this Terms of Use, You can contact us by email: legal@morphic.com

Morphic, Inc.
2093 Philadelphia, Pike #2017,
Claymont, DE 19703